Heartless Angel Falin defeats Vicious by disabling her wings. After Rinne punches his helmet apart, Raphaelo surrenders and tells her to stop Alfreya as he has gone mad. As they fight Alfreya, he mocks Jeanne's weapons even when she cuts him and points out that they are draining her life force. Reiren had been in love with Alfreya and asks why he is doing this, and he says she is inferior. Alfreya is intrigued by Codeholder's ability to block his attacks, but mocks Vanessa when Kai points out he defeated her...